ORGANIZATIONAL HISTORY

On January 3, 2001, we were formed in the State of Florida under the name e-Kids Network, Inc. to engage in the e-commerce business of selling toys, games, merchandise, and educational products. We were formed along with 12 other commonly owned companies in accordance with the March 6, 2001 Bankruptcy Court approved Amended Plan of Reorganization of e-Miracle Network, Inc., United States Bankruptcy Court, Southern District of Florida, Miami Division on March 6, 2001 (Case No. 00-18144-BKC-AJC So. Dist. Fla.) in which the debtors and shareholders of e-Miracle Network, Inc. were issued shares of our common stock and the other 12 commonly owned companies. On October 3, 2001, we changed our name to GenoMed, Inc. We are a development stage company.

On November 9, 2001, we executed an Agreement and Plan of Share Exchange with Genomic Medicine, LLC, a Delaware Limited Liability Company formed on February 9, 2001, and its sole owner, whereby we acquired 100% of all of the issued and outstanding shares of Genomic Medicine, LLC, a Medical Genomics development stage company with no revenue or revenue generating operations. Under the terms of this agreement, we were required to make a $1,000,000 investment in Genomic Medicine, LLC during the initial 12 months from the date of the agreement in return for our immediate issuance of 12,500,000 shares of our common stock to Genomic Medicine's sole principal, Dr. David Moskowitz, which we issued on November 9, 2001. In addition, we agreed to issue an additional 37,500,000 shares of our common stock to Dr. Moskowitz. Genomic Medicine, LLC's officers and directors then became our officers and directors, and Genomic Medicine, LLC became our wholly owned subsidiary. In November 2001, in conjunction with our acquisition of Genomic Medicine, LLC, our new and current Board of Directors decided to cease doing business in the e-commerce area of selling toys, games, merchandise, and educational products. We made this decision due to the declining nature of the e-commerce business and because we adopted Genomic Medicine's business of medical genomics, which we believed held greater business potential than e-commerce.

We have not been involved in any material reclassification, merger, consolidation or sale of a significant amount of assets; however, we did acquire all of the business interests of Genomic

Medicine, LLC as described above. On September 28, 2001, we affected a 50-for-1 forward stock split. Prior to this forward split, we had 12,076,200 shares outstanding; immediately following this forward split we had 603,810,000 shares outstanding, 500,000,000 shares of which were returned to our treasury on November 8, 2001 by our former President/Chairman of the Board, David Siddons.

As of December 31, 2004, we had 195,232,824 shares outstanding. As of December 31, 2004, we had 45,500,000 options outstanding. As of March 4, 2005, we had 197,001,040 shares outstanding.

HOW YOU MAY CONTACT US

We are located at 9666 Olive Boulevard, Suite 310 in St. Louis, Missouri. Our telephone number is 314-983-9933.

BUSINESS OVERVIEW

Medical Genomics is the study of how genes function in the cause, progression and treatment of disease. We are a Medical Genomics company that intends to translate knowledge of disease genes into the development of new treatments, better use of existing therapies and creation of more accurate gene-based tests for known diseases. To date, we have developed treatment products for four diseases (diabetes, hypertension, emphysema and psoriasis) and are currently studying many more, but we have generated revenues of only $9,569. We intend to identify as many disease genes as possible which contribute to specific diseases, with a concentration on common cancers. These disease associated genes can then serve as targets for new drug development, enabling the creation of new medicines for treating human diseases and also as an early warning system to diagnose disease in patients before any symptoms occur. Accordingly, we plan to develop a comprehensive database of disease-causing genes so that we can predict with reasonable confidence what diseases a person may experience during his or her lifetime and whether a particular drug is likely to aid treatment.

OUR RESEARCH AND DEVELOPMENT APPROACH

The human genome, which contains all the genetic instructions for each human being, is vast since it contains over 3 billion letters and more than 30,000 genes. Our research and development focuses upon recording and cataloguing variations in the letters between two groups: (a) "cases," which refer to the group of specific patients that have a disease; and (b) "controls," which refer to the group of people without the disease. These variations involve changes in a single letter or base, known as a nucleotide and so are called "single nucleotide polymorphisms," otherwise known as SNPs. SNPs that appear at a much higher frequency among patients with a particular disease than among people of the same ethnic group without that disease are defined as disease-associated SNPs. How significant the association is between a disease-associated SNP and the disease can be measured statistically. We use SNPs which we believe have a high likelihood of being the cause or the functional part of the disease which we refer to as regulatory SNPs. This approach assumes that SNPs in the regulatory regions of each gene control how much protein is eventually produced from that gene. As a result, we believe that these are the best SNPs to analyze and include in our database. The higher the statistical

correlation between a particular SNP and a given disease, the more important is the gene containing that SNP for causing the disease. Genes with the highest statistical correlation with the disease make excellent drug targets for treating and/or delaying the onset of a particular disease.

During 2004 we focused solely on identifying genes for common cancers, since we believe we can already treat cardio-vascular disease effectively. Cancer-causing genes affect a large population base with ample opportunities for disease-gene related products and services. The first samples collected involved lung, prostate, colon, breast, pancreas and ovarian cancers in Caucasians.

STRATEGY

Long-term goal - Our overriding/long term goal is to translate, as rapidly and as safely as possible, the knowledge of disease genes into better patient outcomes by constructing a comprehensive list of disease-causing genes.

Mid-term goal - Our mid-term goal over the next five years is to construct a comprehensive database of disease-causing genes using our proprietary technology and processes so that physicians can predict with reasonable confidence what diseases a person may experience during their lifetime. This goal will require us to:

Establish strategic partners or alliances with pharmaceutical companies, health maintenance organizations, biotechnology companies and clinical diagnostic laboratories to complement our research and development efforts.

Through these strategic partnerships, to develop licensing or royalty revenue from: (a) the use of new drugs for common diseases; (b) the use of existing drugs for new clinical indications; and (c) gene-based diagnostic tests.

OUR SAMPLING AND COLLECTION PROCESS

We intend to sample disease populations throughout the world. We will use the data derived from our sampling to conduct comparative studies of disease-predisposition genes across ethnic groups. Some genes will be found to be common for a disease among all of the people of the world, while other genes will be private to just one or two closely related ethnic groups. Practically, our sampling and collection process will involve multiple sampling operations on multiple continents. For instance, with respect to Caucasians, sampling has been conducted in the United States. If we were to find replication of a disease gene in multiple populations in the United States, that would be strong evidence that the disease association is real for Caucasians. Similarly, the same disease is sampled across multiple ethnicities such as African, Hispanic, and Asian. A disease gene appearing in more than one ethnic group may be more important in causing the disease than a gene which appears in only one ethnic group.

GENOTYPING

Genotyping consists of two phases: screening, wherein a relatively small number of cases and controls are genotyped at a large number of SNPs, and validation, wherein a considerably larger number of cases and controls are genotyped at a small number of SNPs.

DATA ANALYSIS

Our approach requires analysis of voluminous amounts of data. Using a neural-net approach, these data can be analyzed on a single desktop computer.

OUR REVENUE MODEL

To date we have earned only $9,569 of revenues. Our revenue model is based upon licensing and/or collecting royalties from:

o Discovery of new drugs for common diseases (traditional biotechnology business model); o Use of existing drugs for new clinical indications (Next Generation DM(TM)); and o Gene-based diagnostic tests.

Our licensing fees will be derived from our agreements with individual patients and their physicians. We will attempt to derive licensing fees also from pharmaceutical companies, large domestic and foreign health care systems, disease management companies, and pharmacy benefit management companies.

Currently, a patient can subscribe to our Clinical Outcomes Improvement Program(TM) for $67 a month. We have seven such agreements.

MARKETING

As a Next Generation Disease Management(TM) company, we have begun marketing our treatments to our patients directly. If and when we discover additional disease associated genes, we intend to market them to pharmaceutical companies, other biotechnology companies, and diagnostic laboratories. Our marketing program will be implemented and directed by our Chairman of the Board/Chief Executive Officer, Dr. Moskowitz, who will directly contact licensing and development officers of these type companies. In addition, we intend to enter into agreements with outside marketing consultants who will actively market our products to such companies.

COMPETITION

The gene identification research and development field is extremely competitive and is characterized by rapid technological change. Our competitors have substantially greater financial, scientific, and human resource, and, as a result greater research and product development capabilities. In addition, our competitors have greater experience in marketing gene-related products. These competitive advantages provide our competitors with greater potential to develop revenue streams deriving from:

o Identification of genes; o Establishing uses for genes; o Patenting genes; o Product development; and o Commercialization of products.

Our competitors are located in the United States as well as around the world and include:

o Diagnostic companies; o Health Care companies; o Biotechnology companies; o Pharmaceutical companies; o University or university-sponsored research organizations; and o Government-sponsored research organizations.

Examples of our competition include:

o Applera Corporation which uses high-speed gene sequencers to discover genes, and the TaqMan Assay to score genotypes. o United States, British, French, German and Japanese government-financed and sponsored institutes, universities, and not-for-profit entities that conduct research to identify genes. o Research pharmaceutical companies such as Novartis, Merck and Glaxo Smith Kline, which generally employ "marker" polymorphisms intended to lie physically close to the disease-causing genes, in comparison to our molecular epidemiology approach employing polymorphisms which may be functional, rather than merely markers. o Biotechnology companies such as Genome Therapeutics, Inc. and Millennium Pharmaceuticals.

We will attempt to overcome the competitive advantages of our competitors by attempting to accomplish the following:

o Attempt to capitalize on our core findings by identifying a class of SNPs that appear to cause most common diseases; o Using comparatively inexpensive genotyping in which we can type a DNA sample at a single SNP for less cost than some of our competitors; o Using strategic partnerships with biotechnology companies, pharmaceutical companies, large domestic and foreign health care organizations, disease management companies, and pharmacy benefit management companies in our attempt to create revenue streams that will be used for further research into disease-predisposition genes; and o Hiring consultants in the area of typing genetic samples, collecting patient samples, and computer technical assistance to save costs compared with our having to hire in-house personnel for the same purposes.

GOVERNMENT REGULATION

We will attempt to partner with pharmaceutical or other companies to develop biologics or drugs that will treat common diseases. Any drug products that we or our strategic partners develop, prior to marketing in the United States, will require an extensive regulatory approval process by the Federal Drug Administration regarding the testing, manufacturing, distribution, safety, efficacy, labeling, storage, record keeping, advertising and other promotional practices of biologics or new drugs. Federal Drug Administration approval or other clearances must be obtained before clinical testing, manufacturing and marketing of biologics and drugs.

The regulatory process includes extensive pre-clinical testing and clinical trials of each applied for product which may take up to several years to complete. Generally, in order to gain Federal Drug Administration pre-market approval, a developer first must conduct laboratory studies and animal-model studies to gain preliminary information on an agent's efficacy and to identify any safety problems. The results of these studies are submitted as a part of an investigational new drug application, which the Federal Drug Administration must review before human trials of an investigational drug can start. The investigational new drug application includes a detailed description of the initial animal studies and human investigation to be undertaken.

For any investigational new drug applications, we or our strategic partner will be required to select qualified investigators to supervise the administration of the products, and ensure that the investigations are conducted and monitored in accordance with Federal Drug Administration regulations and the general investigational plan and protocols contained in the investigational new drug application. These qualified investigators are usually physicians with medical institutions. Human trials are normally done in three phases:

o Phase I trials are concerned primarily with the safety and preliminary activity of the drug and involve fewer than 100 subjects. This phase may take from six months to over a year to complete. o Phase II exploratory trials normally involve a few hundred patients, but in some cases may involve fewer. Phase II trials are designed primarily to demonstrate effectiveness in treating or diagnosing the disease or condition for which the drug is intended, although short-term side effects and risks in people whose health is impaired may also be examined. o Phase III confirmatory trials are expanded trials with larger numbers of patients which are intended to gather the additional information for proper dosage and labeling of the drug and demonstrate its overall safety and effectiveness.

All three phases generally take three to five years, but may take longer, to complete.

The companies from which we may purchase human blood products are responsible for registering with the Federal Drug Administration's Center for Biologics, Evaluation and Research for activities involving their collection of human blood. Such companies must also obtain a license from the Federal Drug Administration's Center for Biologics, Evaluation and Research if they ship blood through interstate commerce. Based on our discussions with these companies, we believe that these companies have obtained the necessary registration and license to collect and deliver human blood.

PRODUCT LIABILITY

The design, development, and manufacture of drug products or diagnostic tests resulting from our gene patents involve an inherent risk of product liability claims and damage to our brand name reputation. Such claims may involve allegations of product failure or harm caused by the drug product. We currently do not maintain product liability insurance.

SOURCES AND AVAILABILITY OF RAW MATERIALS

We do not use raw materials in our business.

CUSTOMER DEPENDENCY

Our customers consist of male and female patients and health plans. Although we are not currently dependent and do not plan on being dependent upon any single customer or group of customers, there are no assurances that we will not become dependent upon a health plan customer in the future.

INTELLECTUAL PROPERTY

We currently have four non-provisional patents related to ACE as a "master" disease gene, a treatment for lung immaturity in newborns and a medical treatment for kidney failure that does not involve dialysis. We also hold additional provisional patents for cancer-associated SNPs and genes.

Our business and competitive position are dependent upon our ability to protect our proprietary technologies, processes, databases and information systems. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain and use information that we regard as proprietary. We will rely on patent, trade secret and copyright law and nondisclosure and other contractual arrangements to protect such proprietary information. We will file patent applications for our proprietary methods and devices for novel patient treatments, disease-predisposition genes, discovery of biological pathways and drug screening for pharmaceutical product development.

There can be no assurance that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our proprietary information that such information will not be disclosed or that we can effectively protect our rights to unpatented trade secrets or other proprietary information.

GOVERNMENT APPROVAL REQUIREMENTS

As described above, the nature of our business requires approval of patents with the U.S. Patent and Trademark Office and of any future drugs by the Federal Drug Administration. Apart from these approvals, we are not aware of any government approval of our potential future products that are required.

RESEARCH AND DEVELOPMENT

During 2002 and 2003, we spent no funds on research and development. In 2004 we spent $613,709 on research and development. From the period of inception to December 31, 2004, we have spent $946,973 on research and development.

COSTS ASSOCIATED WITH ENVIRONMENTAL COMPLIANCE

Our costs associated with environmental compliance are minimal since we are not involved in manufacturing the product that may be developed as a result of our genomics research and development. We pay only those costs required to safely run our house lab. Safety items include sterile supplies, latex gloves, safety glasses etc. Our overall expenses have averaged less than $1,000 each year and are accounted for in the operational expense line item in the expected expense budget.

EMPLOYEES

We have no part-time employees. As of December 31, 2004, we had 6 full-time employees, our Chairman of the Board and Chief Executive Officer, Chief Financial Officer (Robyn Owens), Chief Scientific Officer (Paula Hempen), Chief Technical Officer (Andrew O'Guin), Chief of Bioinformatics (Ali Awan) and Vice President of Marketing (Ellen Jones). Dr David Moskowitz is our CEO responsible for directing our Board of Directors, overseeing all research and development and marketing issues, and supervising all medically-related activities. Additionally, Dr. David Moskowitz is ultimately responsible for our overall administration and operation, including finance, marketing, and personnel.